DeFi Technologies Acquisition of Leading OTC Desk and Digital Asset Liquidity Provider Stillman Digital

July 18, 2024

Stillman Digital Acquisition: DeFi Technologies signs LOI to acquire Stillman Digital Inc. and Stillman Digital Bermuda Ltd. (collectively doing business as Stillman Digital¹), a leading OTC desk and digital asset liquidity provider with over US$15 billion in trade volume since 2021, with US$4 billion of that occurring in Q1 2024 alone. The company provides products and services in OTC on/off ramp tradeflow, electronic trade execution, OTC block trading, and market-making.
Strategic Growth: This acquisition enhances DeFi Technologies' trading capabilities, diversifies its client base, and stabilizes revenue streams by integrating Stillman's expertise and market presence.
Future Revenue Drivers: Stillman Digital Bermuda Ltd. plans on expanding new and future business segments, including Custody, Foreign Exchange, and Proprietary Trading, which are expected to drive future growth, supported by their strong market position and technological investments.

TORONTO, July 9, 2024 /PRNewswire/ - DeFi Technologies Inc. (the "Company" or "DeFi Technologies") (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance ("DeFi"), is pleased to announce the signing of a binding letter of intent (the "LOI") to acquire Stillman Digital ("Stillman"), a leading OTC desk and liquidity provider offering limitless liquidity solutions and industry-leading trade execution, settlement, and technology services (the "Acquisition").Since its inception in 2021, Stillman Digital has achieved the following milestones:

Facilitated over US$15 billion in trade volume, with US$4 billion of that occurring in Q1 2024 alone.
Cemented itself as the leader in OTC on/off ramp tradeflow, boasting a market share that places it at the forefront of America's OTC on/off ramp market.
Achieved a 190% year-over-year compound annual growth rate (CAGR) for FY22/FY23.
Demonstrated a robust revenue model, evidenced by a C$8.35M Q1 2024 run-rate revenue (US$6.1M).
Established itself with three Blue Chip Regulatory Licenses and Registrations.

These accomplishments highlight Stillman Digital's exceptional organic growth and market leadership.

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¹ Not all products and services are available for each company and jurisdiction

Stillman Digital's Core Products & Services

Electronic Trade Execution: Stillman Digital generates over US$200 million in monthly volume with 24/7 streaming prices, providing deep liquidity across hundreds of pairings. Clients can execute trades via the Web Portal or API, with price feeds aggregated from over 30 global exchanges and trading firms. Trades are executed directly against Stillman Digital's balance sheet. Revenue is generated through the spread between the client price and Stillman's eventual hedge price, ensuring market-neutral revenue generation with minimal asset exposure. Additionally, complex order types (TWAP, VWAP) and price streams for the top 300 tokens are offered.
OTC Block Trading: Stillman Digital processes an average trade size of $2 million+, offering a high-touch concierge service for large block trades. Trades are conducted via voice or chat, with manual trade confirmations handled by the back office. Acting as a global on/off ramp into the crypto markets, Stillman on-ramps US$40-80 million daily and processes over US$1 billion+ in monthly trade volumes.
Market-Making: Stillman Digital provides liquidity expertise and robust market-making capabilities, currently handling US$400 million in monthly volume and experiencing rapid growth.

Newly Licensed & Future Revenue Drivers²

Custody: Stillman Digital offers secure storage solutions with advanced encryption, multi-signature technology, and insurance. Utilizing state-of-the-art encryption and multi-signature technology, Stillman provides maximum security, offering both cold storage for long-term asset preservation and warm wallet solutions for convenient access. Stillman Digital provides 24/7 monitoring and support to safeguard clients' assets and implement rigorous compliance and regulatory standards to maintain trust and transparency. Revenue is generated through custody fees based on the volume and value of assets under management.
Foreign Exchange: Stillman Digital plans to facilitate competitive currency exchange with access to a wide range of fiat and digital asset pairs. Using advanced trading algorithms and liquidity providers, they ensure optimal execution. Clients benefit from real-time market insights and analysis to make informed trading decisions and have access to customizable trading interfaces via Web Portal or API. Revenue is generated through spreads on currency pairs and trading volume.
Proprietary Trading: Future balance sheet maximization will be achieved via market-neutral proprietary trading activities across various digital asset markets. Sophisticated trading strategies and risk management techniques are utilized to generate consistent returns on capital. Cutting-edge technology and data analytics are leveraged to identify profitable trading opportunities. Strict compliance and regulatory controls are implemented to mitigate risks and ensure adherence to applicable laws. Revenue is generated through trading profits.

Stillman Digital's technology investment and client diversification are expected to continue delivering profitable growth. Its established onshore and offshore regulatory credibility and extensive network of banking relationships create a competitive moat, laying the foundation for continued success. Custody, Foreign Exchange, and Proprietary Trading services are anticipated to drive future revenue and further expand Stillman's market presence.

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² These products are solely offered by Stillman Digital Bermuda Ltd.

Strategic Acquisition for GrowthThe Acquisition aligns with DeFi Technologies' strategic goals by bolstering its trading capacities and diversifying both its customer base and revenue streams. By integrating Stillman Digital into its operations, DeFi Technologies plans to internalize part of the trading flows from its portfolio companies and leverage Stillman's expertise to enhance its trading capabilities within DeFi Alpha and its global operations. DeFi Technologies anticipates supporting Stillman Digital's growth by providing it access to more opportunities in the digital asset space as part of the broader group of DeFi Technologies companies.Moreover, the Acquisition will diversify DeFi Technologies' client base and stabilize its revenue streams. While Valour primarily serves off-chain retail and high-net-worth clients, Stillman Digital focuses on on-chain institutional clients, providing a balanced client portfolio. Additionally, Stillman's on/off-ramp business, which grew 178% during the 2022 market downturn, will help smooth out Valour's more cyclical revenue tied to crypto price movements, mitigating downward volatility and ensuring stability during all market conditions.Transaction DetailsPursuant to the LOI, DeFi Technologies will acquire all issued and outstanding securities of Stillman Digital in return for 2.5 million common shares of DeFi Technologies (the "Payment Shares"), with 1 million of the Payment Shares subject to a lock-up schedule and released quarterly over a period of a year. The parties intend to enter into a definitive agreement in respect of the Acquisition (the "Definitive Agreement") by July 31, 2024.Executive CommentsJonathon Milks, CEO of Stillman Digital, commented, "Joining forces with DeFi Technologies marks an exciting new chapter for Stillman Digital. This partnership will enhance our ability to provide top-tier liquidity solutions and trading services, and together, we can further bridge the gap between traditional finance and decentralized finance. We look forward to tapping into the DeFi Technologies executive team's expansive network in the web3 industry to fuel customer acquisition and profitable growth of the technological and regulatory infrastructure we have built at Stillman over the last four years."Olivier Roussy Newton, Chief Executive Officer of DeFi Technologies, commented, "The Acquisition is a strategic step that not only expands our capabilities in the trading sector but also diversifies our client base and revenue streams. We are excited to integrate Stillman Digital's expertise into our operations and enhance our comprehensive suite of services."About Stillman DigitalStillman Digital is a leading OTC desk and liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement, and technology. For more information, please visit https://www.stillmandigital.comAbout DeFi TechnologiesDeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionizing the way individuals and institutions interact with the evolving financial ecosystem. Join DeFi Technologies' digital community on Linkedin and Twitter, and for more details, visit https://defi.tech/ About ValourValour Inc. and Valour Digital Securities Limited (together, "Valour") issues exchange traded products ("ETPs") that enable retail and institutional investors to access digital assets like Bitcoin in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour's existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Hedera (ETP), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour's flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free.For more information on Valour, to subscribe, or to receive updates and financial information, visit valour.com.Cautionary note regarding forward-looking information: This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to statements regarding the closing of the Acquisition; the business and growth opportunities of Stillman Digital; synergies realized from the Transaction; issuance and release of Payment Shares; the regulatory environment with respect to the growth and adoption of decentralized finance and digital assets; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASESOURCE DeFi Technologies Inc.